You’ve spotted it. The opportunity to build something scalable, maybe an offshore operations team, a tech outsourcing arm, or a finance back-office hub in Nepal.
The workforce is affordable, skilled, and loyal. The market is growing. But as soon as you start reading about private limited company registration in Nepal, things get murky.
Do you need approval from the Department of Industry or the Investment Board? How do you send your investment legally? Can you repatriate profits?
If you’re a foreign founder or business owner, the challenge isn’t motivation, it’s clarity. Nepal is welcoming foreign investment, but the rules, capital thresholds, and filings can feel like a maze.
This guide clears that path. Step-by-step, we’ll break down the exact requirements you need to meet, from legal documents to compliance timelines, with insights that help you not just register your company, but build a lasting foundation for growth.
Nepal’s workforce is young, educated, and globally oriented. By 2030, it will reach 22 million working-age citizens, many fluent in English and experienced in finance, technology, and service delivery.
This has made Nepal a preferred destination for foreign firms looking to hire remote teams for accounting, credit analysis, IT development, and outsourcing.
Under the Foreign Investment and Technology Transfer Act (FITTA 2019) and Companies Act 2006, the government has simplified incorporation and FDI approval.
Foreign investors can now:
Own up to 100% equity in most sectors.
Repatriate profits freely.
Benefit from digitized approvals through DOI and NRB.
In 2025, Nepal’s new Green Investment Policy provides incentives for companies involved in renewable energy, ESG reporting, and ethical supply chains — making it ideal for climate-conscious investors.
Understanding the law is critical to registering your company correctly the first time.
| Legal Framework | Authority | Coverage |
|---|---|---|
| Companies Act 2006 | Office of the Company Registrar (OCR) | Registration, governance, shareholder rights |
| FITTA 2019 | Department of Industry (DOI) / Investment Board Nepal (IBN) | Foreign investment, technology transfer |
| Industrial Enterprise Act 2020 | Ministry of Industry | Sector classification, incentives |
| Income Tax Act 2002 | Inland Revenue Department (IRD) | Corporate taxation and VAT |
| Labor Act 2017 & SSF Act 2018 | Department of Labor / SSF | Employment and social security compliance |
Below are the foundational legal and procedural requirements every foreign investor must fulfill.
Your company name must be:
Unique, ending with “Private Limited” or “Pvt. Ltd.”
Approved by the Office of the Company Registrar (OCR).
Valid for 35 days once approved.
Minimum 1 shareholder and 1 director (can be the same person).
Maximum 101 shareholders allowed.
Foreign shareholders must have notarized passport copies and investment approval.
These must specify:
Company objectives and business scope.
Share capital and ownership structure.
Governance rules, voting rights, and profit distribution policies.
Must provide a valid lease agreement or property ownership document.
Can be within an IT Park, business hub, or commercial space.
As per FITTA 2019, the minimum foreign investment threshold is NPR 20 million (≈ USD 150,000).
The remittance must come through a Nepal Rastra Bank (NRB) approved commercial bank and be verifiable via SWIFT copy.
For foreign investors, approval is required from:
DOI: For projects under NPR 6 billion.
IBN: For projects above NPR 6 billion.
The submission includes:
FDI application.
Company profile and project summary.
Parent company registration certificate.
Power of Attorney to the local representative.
Once all documents are submitted and verified, OCR issues a Certificate of Incorporation, your company’s official identity in Nepal.
Register with the Inland Revenue Department (IRD).
PAN is mandatory for all companies.
VAT registration applies for annual turnover above NPR 5 million or for import/export.
Register all employees in the Social Security Fund (SSF).
Contribute 31% of gross salary (20% employer + 11% employee).
Maintain HR records per the Labor Act 2017.
Here’s how the process flows in sequence:
1️⃣ Reserve a Company Name – Submit to the OCR portal for approval.
2️⃣ Draft MOA/AOA – Define objectives, capital, and shareholders.
3️⃣ Get FDI Approval – Apply to DOI or IBN with full project documentation.
4️⃣ Remit Investment – Send capital via NRB-authorized bank account.
5️⃣ Register at OCR – File incorporation documents and obtain a certificate.
6️⃣ Obtain PAN/VAT – Register with IRD for tax identification.
7️⃣ Enroll in SSF – Activate employee compliance registration.
8️⃣ Start Operations – Maintain audit-ready records from day one.
Citizenship certificate.
MOA & AOA.
Lease agreement.
Passport-sized photographs.
Certificate of Incorporation (Parent Company).
Board Resolution approving investment.
Power of Attorney to a local representative.
Passport copies of directors/shareholders.
SWIFT transfer proof.
💡 Note: All foreign documents must be notarized and legalized by a Nepali embassy or the Ministry of Foreign Affairs.
| Type | Minimum Paid-Up Capital | Regulation |
|---|---|---|
| Local Company | NPR 100,000 | Companies Act 2006 |
| Foreign-Invested Company | NPR 20 million | FITTA 2019 / NRB Directive 2021 |
| Joint Venture | NPR 10 million+ | DOI guidelines |
🧠 Expert Tip: Declare a slightly higher authorized capital to allow future reinvestment flexibility.
Corporate Compliance:
File annual audit and financial statements to OCR.
Conduct Annual General Meetings (AGM).
Maintain share registers and board minutes.
Tax Compliance:
Monthly VAT returns (if applicable).
Annual tax filing and clearance certificates.
Withhold and deposit TDS.
HR Compliance:
Register employees in SSF.
Follow the Labor Act 2017 for leave, holidays, and bonuses.
| Tax Type | Rate | Description |
|---|---|---|
| Corporate Income Tax | 25% | Standard business tax rate. |
| VAT | 13% | Goods and services tax. |
| Dividend Repatriation | 5% | On foreign shareholder dividends. |
| TDS | 5–15% | Depending on the transaction type. |
| Export Incentives | Up to 50% rebate | For IT/BPO/export sectors. |
OCR and DOI now accept digital signatures, PDF filings, and online MOA/AOA submission. This saves weeks for remote investors establishing entities without physical presence.
Foreign companies are blending an onshore strategy with Nepal-based operations, outsourcing credit analysis, software development, and accounting to local teams registered under their Pvt. Ltd.
Nepal’s Ministry of Industry now promotes ESG-linked FDI, rewarding companies that employ sustainable practices, renewable energy, or local upskilling.
The Nepal Rastra Bank has eased compliance for foreign fund transfers and profit repatriation, reducing remittance bottlenecks by over 40%.
New opportunities are booming in:
Renewable energy.
IT-enabled outsourcing.
Eco-tourism and sustainable agriculture.
Health-tech and digital finance.
These sectors are receiving fast-track DOI approvals and tax incentives.
| Criteria | Local Company | Foreign-Invested Company |
|---|---|---|
| Ownership | 100% Nepali | Up to 100% foreign |
| Minimum Capital | NPR 100,000 | NPR 20 million |
| Approval Required | OCR only | OCR + DOI/IBN + NRB |
| Processing Time | 7–10 days | 15–25 days |
| Profit Repatriation | N/A | Allowed (with NRB clearance) |
1. Can foreigners fully own a private limited company in Nepal?
Yes. Under FITTA 2019, foreigners can own up to 100% equity in most industries except restricted ones such as retail trade and personal services.
2. What is the minimum investment required for foreign investors?
A minimum investment of NPR 20 million per investor is required, as mandated by NRB Directive 2021.
3. How long does company registration take for foreign shareholders?
The process usually takes 15–25 working days, depending on the FDI approval timeline and remittance verification.
4. Is profit repatriation allowed from Nepal?
Yes, after obtaining tax clearance and NRB approval, profits and dividends can be legally repatriated abroad.
5. What taxes apply to private limited companies in Nepal?
The corporate tax rate is 25%, VAT is 13%, and dividend repatriation tax is 5%. Export-oriented firms may qualify for rebates.
Starting your business in Nepal doesn’t have to feel overwhelming. With the right partner, you can turn bureaucracy into a smooth, predictable process, freeing your time to focus on building your team, scaling revenue, and serving global clients.
At Digital Consulting Ventures (DCV), we help foreign companies every day to:
Register fully compliant private limited companies.
Handle FDI documentation and NRB approval.
Set up payroll, HR, and tax compliance systems.
Recruit trained professionals for your operations.
Whether you’re launching a small offshore team or a large-scale investment, our experts ensure your entry into Nepal is fast, compliant, and future-ready.
🚀 Ready to establish your company in Nepal?
Book a consultation with DCV’s Corporate Setup Team and get a custom roadmap to register, operate, and grow your business successfully in Nepal.